Corporate Governance Report

Commitment to the Austrian Corporate Governance Code

The Austrian Corporate Governance Code provides Austrian stock corporations with a framework for managing and monitoring their company. The Code aims to establish a system of management and control of companies and Groups that is accountable and geared to creating sustainable, long-term value. It is designed to increase the degree of transparency for all stakeholders of a company.

The Code is based on the provisions of Austrian stock corporation, stock exchange, and capital market law, the EU recommendations regarding the responsibilities of members of Supervisory Boards and the compensation of company directors as well as the OECD Principles of Corporate Governance. Since 2002, the Code has undergone a number of revisions. The present Corporate Governance Report is based on the most recent amendment of the Code, which was adopted in January 2012. The Code can be accessed by the public at

The Code achieves validity when companies voluntarily undertake to adhere to it. The Management Board and the Supervisory Board of voestalpine AG recognized the Corporate Governance Code in 2003 and have also accepted and implemented the amendments introduced since that date. voestalpine AG has thus committed itself to comply with the most recent version, as amended, of the Austrian Corporate Governance Code.

In addition to the mandatory “L rules,” the Company also complies with all of the “C rules” and “R rules” of the Code.1

With reference to Rule 49 of the Code, it is noted herewith that the law firm of Binder Grösswang Rechtsanwälte GmbH, where Supervisory Board member Dr. Michael Kutschera is a partner, has served as legal counsel to voestalpine AG in the business year 2011/12 in matters relating to questions associated with the squeeze-out procedure for minority shareholders of BÖHLER-UDDEHOLM Aktiengesellschaft. Fees for this engagement were invoiced at the normal hourly rates of the law firm of Binder Grösswang Rechtsanwälte GmbH applicable at the time. Total net fees of EUR 89,791 were incurred for services provided by the law firm of Binder Grösswang Rechtsanwälte GmbH in the business year 2011/12.

As of July 1, 2011, as a new member of the Management Board, Dipl.-Ing. Dr. Franz Kainersdorfer took over as head of the Metal Engineering Division (until March 31, 2012 Railway Systems Division) and has also taken on the area of responsibility of procurement strategy. He is succeeding Dipl.-Ing. Josef Mülner who retired as of June 30, 2011. From April 1, 2012 on, also as a member of the Management Board, Dipl.-Ing. Herbert Eibensteiner is the head of the Metal Forming Division, which was created retroactively as of this date by combining the Automotive and Profilform Divisions. Dipl.-Ing. Franz Hirschmanner (previous head of the Automotive Division) and Mag. Wolfgang Spreitzer (previous head of the Profilform Division) retired from the Management Board as of the end of the business year, however, they will continue to be active on behalf of the Group. Mag. Wolfgang Spreitzer will hold various Supervisory Board functions for a period of twelve months and will retire as of April 1, 2013. Dipl.-Ing. Franz Hirschmanner will continue to make his expertise available to the Management Board for another three years and will retire as of June 1, 2015.

1 The Corporate Governance Code contains the following rules: “L rules” (= Legal) are measures prescribed by law; “C rules” (= Comply or Explain) must be justified in the event of non-compliance; “R rules” (= Recommendations) are recommendations only.

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